US confectionery giant Hershey Foods has warned its stockholders against accepting an unsolicited mini-tender offer from TRC Capital Corporation.

The TRC offer is to purchase up to 1,750,000 common shares, about 1.64% of Hershey's outstanding common shares, at a price of US$70.25 per share.

Hershey said that the offer values the shares at less than their closing price of US$71.89 per share on the day before Hershey was informed of the offer. Yesterday [Thursday] the shares closed at US$74.09.

The chocolate bar maker also advised stockholders that TRC Capital "does not currently have the financial resources to complete the offer which is conditioned, among other things, on receipt by TRC Capital of such financing and that TRC Capital has reserved the right to withdraw its offer at any time".

Mini-tenders seek less than 5% of a company's stock, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC).